AMENDMENT TO THE
                              
              BELLSOUTH RETIREMENT SAVINGS PLAN
                              

     This Amendment is made to the BellSouth Retirement
Savings Plan (the "Plan"), which was amended and restated
effective July 1, 1996.  The BellSouth Savings Plan
Committee, acting under authority delegated by the
[Nominating and Compensation Committee of the] Board of
Directors of BellSouth Corporation, hereby amends the Plan
as follows:

     Amend Section 2.1 of the Plan by replacing clause (a)
of the definition of

"Compensation" with the following:

     (a)  the total of (1) of the Participating Employee's wages,
       as defined in Code
     section 3401(a), that are reportable by BellSouth and
     the other Affiliates for
     federal income tax purposes on IRS Form W-2, plus (2)
     all before-tax, salary
     deferral or reduction contributions made to the Plan
     and other Code section 401(k) and section 125 plans of
     the Affiliates on behalf of the Participating
     Employee for such Plan Year (including any
     contributions made under Code
     Section 402(e)(3), 402(h) or 403(b)); provided, on a
     plan year-by-year basis,
     the Committee may elect to use any other definition of
     "Compensation" that
     satisfies the nondiscrimination requirements of Code
     section 414(s); provided
     further, in a Plan Year in which a Participating
     Employee becomes an Eligible Employee, the total in
     clause (1) shall include such wages beginning with the
     pay period that begins with or immediately follows the
     first day of the month immediately following the date
     on which he becomes an Eligible Employee; and
     
     Amend Section 2.1 of the Plan by replacing the first
     sentence of the definition of

"Eligible Compensation" with the following:

     "Eligible Compensation" shall mean for each Eligible
     Employee of a Participating Company, (a) the sum of
     such Employee's base salary, lump sum
     merit awards and incentive compensation (other than
     awards under any long or short term incentive plan for
     senior management) received from the Participating
     Company as determined from the Participating Company's
     payroll records prior to any deferrals under Section
     4.1(a) of this Plan, excluding overtime, shift
     differentials and other premium pay, or (b) such other
     meaning as set forth in
     the applicable Adoption Agreement, provided, however,
     that in a Plan Year in which a Participating Employee
     becomes an Eligible Employee, the sum in clause (a)
     shall include such amounts beginning with the pay
     period that begins with or immediately follows the
     first day of the month immediately following the date
     on which he becomes an Eligible Employee.
     
     
                            3. 
Amend Section 7.4 of the Plan by replacing the
parenthetical in paragraph b.
     
thereof with the following: "(excluding the ESOP Account of
a Participating Employee who is an Employer)".

                             4.
                              
     Amend Section 9.1 of the Plan by replacing paragraphs
c.(i) through (iv)

thereof with the following:

          (i)  Except as otherwise provided in Paragraph d. below, the
     payment of any distribution to a Participating Employee
     from the Plan shall be in the form selected by the
     Participating Employee by written notice delivered to
     the
     Committee, subject to the terms and limitations set
     forth in this Paragraph c.  The Participating Employee
     may choose between (A) a single lump-sum payment and
     (B) equal amount or quarterly installments (adjusted
     for investment earnings and
     losses between payments) paid over a term certain.
     
          (ii) Unless the value of the Units in the Participating
               Employee's
     Account exceeds (or at the time of any prior
     distribution exceeded) $5,000, or if the payment
     constitutes a withdrawal, payment of the Units shall be
     made in the form of a single lump-sum payment without
     the consent of the Participating Employee.
     
          (iii)     If a Participating Employee selects payment in the
               form of annual
     or quarterly installments over a term certain, the
     Participating Employee must select, in accordance with
     Plan Rules, payments over a period of (A) 10 years, (B)
     the life expectancy of such Participating Employee, or
     (C) the joint life and last survivor expectancy of such
     Participating Employee and his beneficiary.  If a
     distribution is to be made to a Participating Employee
     in the form of annual or quarterly installments payable
     over his life expectancy or the joint life and last
     survivor expectancy of such Participating Employee and
     his beneficiary, such life expectancy or joint life and
     last survivor expectancy shall be calculated at the
     time distributions commence and shall not thereafter be
     recalculated.  The Committee, in its sole discretion,
     shall decide whether the Plan shall make the
     installment payments directly from the Trust Fund or by
     purchasing an annuity contract that is distributed to
     the Participating Employee.  Notwithstanding anything
     herein to the contrary, distributions from the Plan
     must satisfy the requirements of Code section
     401(a)(9)(G).  This means that the incidental benefit
     rules as described in Treasury Regulation section
     1.401(a)(9)-2 shall be satisfied.
               
          (iv) If a Participating Employee selects payment in the form
               of annual
     or quarterly installments over a term certain, the
     Participating Employee may later elect to receive a
     single lump-sum payment of the remaining Units in his
     Account.
     
                             5.
     
     Amend Section 9.1. of the Plan by replacing paragraph
     c.(vi) thereof with following:

          (v)  If a Participating Employee is to receive or begin
               receiving
     benefits on or before April 1 of one calendar year as a
     result of his attaining age 70 1/2 during the preceding
     calendar year (as provided in Section 9.6), the
     distribution shall be paid in the form of annual
     installments over the life expectancy of such
     Participating Employee unless, on or before November 1
     of the calendar year in which the Participating
     Employee attains age 70 1/2 (or such other date as the
     Committee may provide), he elects to commence receiving
     his distribution in another form as permitted in
     Paragraphs c.(i) and (iii) above and in Code section
     401(a)(9) and the regulations issued thereunder.

                             6.
                              
     Amend Section 9.5 of the Plan by replacing "three
thousand five hundred dollars ($3,500.00)" in paragraph a.(ii) 
thereof with "five thousand dollars ($5,000.00)."

                             7.
     Amend Section 9.6 of the Plan by replacing the first
sentence thereof with the following:

     Unless a Participating Employee elects otherwise under
the provisions of Section
     9.5a(ii), distribution of all of the Units in a
Participating Employee's Account shall be made or commenced
to the Participating Employee upon receipt of a written
election form provided by the Committee; provided, however,
distributions in any event shall begin no later than the
April 1 of the calendar year following the calendar year in
which the Participating Employee attains age 70 1/2 even if the
Participating Employee has not retired under this Plan, and,
unless a contrary election is in effect under Section 9.1c.,
all of the Units in a Participating Employee's Account
(other than Units representing nonvested amounts) shall be
distributed in annual installments over the life expectancy
of the Participating Employee.

                             8.
                              
     Amend Section 10.1 of the Plan by replacing paragraph
e. thereof with the following:

     e.   Unless such Participating Employee elects, in
       accordance with Plan
     Rules, to pay monthly installments following his
     termination of employment
     for any reason other than a transfer, the loan, if made
     to a Participating Employee who is an Employee, shall
     become due and payable in full in the event that the
     Participating Employee's employment terminates for any
     reason other than a transfer (which does not involve a
     Trust-to-Trust Transfer or a distribution) in
     accordance with Section 15 prior to the complete
     repayment of such loan and,
     further, the Trustee shall have the right to deduct any
     amount due under the loan from any amount which becomes
     distributable under this Plan to, or on behalf of, the
     Participating Employee.
     
     The above amendments shall be effective as of April 1,
     1998.


APPROVED this 5th day of May, 1998.

SAVINGS PLAN COMMITTEE:



/s/ Richard D. Sibbernsen
Richard D. Sibbernsen
Vice President-Human Resources,
Chairman